SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 13, 2021, Mr. Andrew S. Frey, a Class II director, notified Hemisphere Media Group, Inc. (the “Company”) that he will not stand for re-election as a director at the end of his current term, and intends to resign from the board of directors of the Company (“Board”), including his membership on any committees thereof, effective as of the date of the Company’s 2021 Annual Meeting of Stockholders. Mr. Frey’s decision to leave the Board is due to his desire to devote more time to his other business commitments and not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Upon receipt of such notice, effective April 13, 2021, the Board nominated Mr. Adam Reiss to stand for election as a Class II director of the Company with a term expiring at the annual meeting of stockholders to be held in 2024. Mr. Adam Reiss was designated by an affiliate of Searchlight II HMT, L.P. (“Searchlight) pursuant to the Stockholders Agreement (the “Stockholders Agreement”), dated as of September 6, 2016, as amended by Amendment No. 1, dated as of October 21, 2016, and Amendment No. 2, dated as of June 9, 2019, by and among the Company, Searchlight, Gato Investments, LP and certain other parties thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|HEMISPHERE MEDIA GROUP, INC.|
|Date: April 15, 2021||By:||/s/ Alex J. Tolston|
|Name: Alex J. Tolston|
|Executive Vice President, Chief Legal Officer and Corporate Secretary|